What changed in this filing

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Item 1. Financial Statements

2022-08-22 compared with 2022-05-16 · 646 added, 357 removed, 523 unchanged (66% of the section changed)

14 unchanged sentences

Current liabilities

Accrued expenses

Accounts payable and accrued expenses

Income tax payable

Franchise tax payable

1 unchanged sentence

Warrant liabilities

Advance from sponsor

Forward purchase option derivative liability

Deferred underwriter fee payable

2 unchanged sentences

Class A Common Stock subject to possible redemption;

11,500,000 shares at redemption value of $ 10.20

7,695,128 shares as of June 30, 2022 and 11,500,000 as of December 2021 at redemption value

Stockholders’ Deficit

2 unchanged sentences

none issued and outstanding

Class A Common Stock, $ 0.0001 par value;

Class A Common Stock, $ 0.0001

shares authorized;

528,175 issued and outstanding, excluding 11,500,000 shares subject to redemption

Class B common stock, $ 0.0001 par value;

issued and outstanding - excluding 7,695,128

shares subject to redemption as of June 30, 2022.

528,175 issued and outstanding – excluding 11,500,000

subject to redemption as of December 31, 2021

Class B common stock, $ 0.0001

shares authorized;

2,875,000 issued and outstanding

Common Stock Value

issued and outstanding as of June 30, 2022 and December 31, 2021

Additional paid in capital

Accumulated deficit

1 unchanged sentence

( 6,781,746 )

Total stockholders’ deficit

( 5,996,857 )

Total stockholders’ equity (deficit)

( 6,781,405 )

5 unchanged sentences

STATEMENTS OF OPERATIONS

For the Period from

February 26, 2021

March 31, 2022

March 31, 2021

June 30, 2022

June 30, 2021

June 30, 2022

June 30, 2021

Forward purchase option expense

Formation and operating costs

Franchise tax expenses

Loss from operations

Other income and expense:

Unrealized gain from marketable securities held in Trust Account

Change in fair value of warrant liabilities

Net income (loss)

Weighted average shares outstanding of Class A Common Stock subject to redemption

Basic and diluted net income per common stock subject to redemption

Weighted average shares outstanding of Class A and Class B non-redeemable common

Basic and diluted net income per common stock not subject to redemption

the period from February 26, 2021 through March 31, 2021, excludes an aggregate of 375,000

shares of Class B common stock subject to forfeiture to the extent that the underwriter’s

over allotment was not exercised in full or in part.

The over-allotment was exercised in

Franchise tax expense

Loss from operation costs

( 1,874,043 )

( 2,593,830 )

Other income (expense):

Interest earned on marketable securities held in trust account

Unrealized loss from marketable securities held in trust account

Change in fair value of warrant derivative liabilities

( 1,462,306 )

Change in fair value of forward purchase option derivative liability

Offering costs allocated to warrants

Total other income (expense)

( 1,733,622 )

Loss before taxes

( 1,813,719 )

( 1,743,727 )

( 1,029,171 )

( 1,744,522 )

Income tax expense

$ ( 1,827,245 )

$ ( 1,743,727 )

$ ( 1,042,697 )

$ ( 1,744,522 )

Basic and diluted weighted average shares outstanding Class A subject to redemption

Basic and diluted net loss per common stock subject to redemption.

Basic and diluted weighted average shares outstanding Class A, Class A non-redemption and Class B non-redemption

Basic and diluted net loss per common stock not subject to redemption

accompanying notes are an integral part of these condensed unaudited financial statements.

1 unchanged sentence

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Stockholders’

Balance – January 1, 2022

- April 1, 2022

$ ( 5,997,198 )

$ ( 5,996,857 )

Balance – March 31, 2022

Reclassification

of temporary equity to permanent equity

Extension payment

( 1,827,245 )

Total Stockholders’

Balance - February 26, 2021 (inception)

Beginning balance, value

Issuance of Class B Common stock to Sponsor

Net income loss

Balance – March 31, 2021

Ending balance, value

an aggregate of 375,000 shares of Class B common stock subject to forfeiture to the extent

that the underwriters’ over-allotment was not exercised in full or in part.

The over-allotment

was exercised in full.

- June 30, 2022

$ ( 7,824,443 )

- April 1, 2021

of IPO Units, net of offering costs

underwriter fee

( 4,025,000 )

( 5,031,474 )

measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 (1)

( 11,500,000 )

( 109,271,946 )

( 8,026,904 )

( 117,300,000 )

( 1,743,727 )

- June 30, 2021

$ ( 9,771,425 )

$ ( 9,771,084 )

– January 1, 2022

$ ( 6,781,746 )

$ ( 6,781,405 )

Reclassification

of temporary equity to permanent equity

Extension payment

( 1,042,697 )

– June 30, 2022

$ ( 7,824,443 )

- February 26, 2021

balance, value

of Class B Common Stock to Sponsor

of IPO Units, net of offering costs

underwriter fee

( 4,025,000 )

( 5,031,474 )

measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 (1)

( 11,500,000 )

( 109,271,946 )

( 8,026,904 )

( 117,300,000 )

( 1,744,522 )

- June 30, 2021

$ ( 9,771,425 )

$ ( 9,771,084 )

balance, value

$ ( 9,771,425 )

$ ( 9,771,084 )

accompanying notes are an integral part of these condensed unaudited financial statements

LIGHTS ACQUISITION CORP.

STATEMENT OF CASH FLOWS

March 31, 2022

For the Period from

STATEMENTS OF CASH FLOWS

June 30, 2022

the Period from

February 26, 2021

(Inception) through

March 31, 2021

Cash flow from operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating

Unrealized gain from securities held in Trust Account

Change in fair value of warrant liabilities

June 30, 2021

flow from operating activities:

$ ( 1,042,697 )

Changes in operating assets and liabilities:

Prepaid insurance

Prepaid expense

Franchise tax payable

Accrued expense

Net cash used in operating activities

Cash flow from financing activities:

Proceeds from issuance of Class B common stock to Sponsor

Payment of offering costs

Net cash (used in) provided by

financing activities

Net change in cash

Cash at the beginning of the period

Cash at the end of the period

Supplemental disclosure of non-cash financing activities:

Accrued deferred offering costs

$ ( 1,744,522 )

to reconcile net loss to net cash used in operating activities:

gain from securities held in Trust Account

earned on securities held in trust account

Initial fair value of forward purchase option reported as operating expense

in fair value of warrant and forward purchase option derivative liabilities

( 1,417,551 )

costs allocated to warrants

in operating assets and liabilities:

operating cost

payable and accrued expenses

cash used in operating activities

flow from investing activities:

of cash in Trust Account

( 1,150,000 )

( 117,300,000 )

transferred from Trust Account

cash used in financing activities

( 117,300,000 )

flow from financing activities:

from issuance of Class B common stock to Sponsor

from sale of Units, net of Underwriting discount paid

from sale of Private units

from sponsor advance

of offering costs

cash provided by financing activities

change in cash

at the beginning of the period

at the end of the period

disclosure of non-cash financing activities:

deferred offering costs

classification of warrant liabilities

costs charged to additional paid in capital included in accrued expenses

costs charged to additional paid in capital paid by promissory note-related party

accompanying notes are an integral part of these condensed unaudited financial statements

8 unchanged sentences

emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

of March 31, 2022, the Company had not yet commenced any operations.

of June 30, 2022, the Company had not yet commenced any operations.

All activity for the period February 26, 2021 (inception) through

March 31, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”),

June 30, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”),

and, since the closing of the initial public offering, the Company has entered into a unit purchase agreement and a securities purchase

agreement (as described below), and continued a search for a Business Combination candidate.

agreement (as described below).

The Company has selected December 31 as

20 unchanged sentences

the closing of the Initial Public Offering $ 938,853 of cash was held outside of the Trust Account available for working capital purposes.

As of March 31, 2022, we have available to us $ 47,885 of cash on our balance sheet and working capital deficit of $ 821,478 .

As of June 30, 2022, we have $ 172,441 of cash on our balance sheet and working capital deficit of $ 1,810,112 .

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

19 unchanged sentences

shares of Class A Common Stock with an aggregate value equal to $ 115,000,000 and (b) $ 70,000,000 in cash.

with entering into the Unit Purchase Agreement, we entered into a securities purchase agreement (a “Securities Purchase Agreement”)

with certain investors (collectively, the “PIPE Investors”), pursuant to which, among other things, the PIPE Investors agreed

to subscribe for and purchase, and we agreed to issue and sell to the PIPE Investors, an aggregate of 60,000 shares (the “PIPE

Shares”) of our Series A Convertible Preferred Stock, par value $ 0.0001 per share (the “Series A Convertible Preferred Stock”),

and warrants to purchase up to a number of shares of Class A Common Stock equal to 50 % of shares of the Class A Common Stock issuable

upon conversion of the PIPE Shares (the “PIPE Warrants”) for gross proceeds of $ 60.0 million (the “PIPE Financing”).

connection with the proposed Business Combination with SHF, the Company will provide its public stockholders with the opportunity to

redeem all or a portion of their Class A Common Stock upon the completion of such Business Combination in connection with a stockholder

meeting called to approve such Business Combination.

In the event the proposed Business Combination with SHF is not consummated, in connection

with an alternative proposed initial business combination, the Company will provide its public stockholders with the opportunity to redeem

all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting

called to approve the Business Combination or (ii) by means of a tender offer.

In connection with a proposed Business Combination, the

Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to

redeem their shares, regardless of whether they vote for or against a Business Combination.

The Company will proceed with a Business

Combination only if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon such consummation

of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor

of the Business Combination .

Company will have until June 28, 2022 (or up to December 28, 2022, as applicable) to consummate a Business Combination.

If the Company

is unable to complete a Business Combination within 12 months from the closing of the Initial Public Offering (or up to 18 months from

the closing of the Initial Public Offering at the election of the Company subject to satisfaction of certain conditions, including the

deposit of up to $ 2,300,000 since the underwriters’ over-allotment option is exercised in full ($ 0.10 per unit in either case),

into the Trust Account, or as extended by the Company’s stockholders in accordance with the Company’s amended and restated

certificate of incorporation) (the “Combination Period”), the Company will (i) cease all operations except for the purpose

of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a

per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the

funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $ 100,000 of interest to pay dissolution

expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’

rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)

as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s

board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case

to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law.

The underwriter has

agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete

a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust

Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the

per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ) .

There will be no redemption rights or liquidating distributions with respect to the Founder Shares (as defined below) or the shares of

Class A Common Stock and the warrants that are included as components of the Private Placement Units.

Such warrants will expire worthless

if the Company fails to complete a Business Combination within the 12-month time period (or up to 18-month time period).

Pursuant to the original terms

of the Unit Purchase Agreement, the Unit Purchase Agreement could be terminated under certain customary and limited circumstances at

any time prior to the closing of the Business Combination, including, among others, if the Closing had not occurred by June 30, 2022

(the “Outside Date”).

On June 30, 2022, the Company, the Sponsor, SHF, the Seller, and PCCU agreed to amend the Unit Purchase

Agreement to extend the Outside Date until July 29, 2022, with the ability for the deadline to be extended through September 28, 2022,

to provide the Company with additional time to complete the Business Combination (the “UPA Extension”) as it awaits regulatory

with entering into the Unit Purchase Agreement, we entered into a securities purchase agreement (a “Securities Purchase

Agreement”) with certain investors (collectively, the “PIPE Investors”), pursuant to which, among other things,

the PIPE Investors agreed to subscribe for and purchase, and we agreed to issue and sell to the PIPE Investors, an aggregate of 60,000

shares (the “PIPE Shares”) of our Series A Convertible Preferred Stock, par value $ 0.0001

per share (the “Series A Convertible Preferred Stock”), and warrants to purchase up to a number of shares of Class A

Common Stock equal to 50 %

of shares of the Class A Common Stock issuable upon conversion of the PIPE Shares (the “PIPE Warrants”) for gross

proceeds of $ 60.0

million (the “PIPE Financing”).

The Securities Purchase Agreement could be terminated under certain customary and

limited circumstances at any time prior to the closing of the PIPE Financing, including, among others, if the closing had not

occurred by June 30, 2022.

The Company is currently completing satisfaction of its remaining closing conditions, including

regulatory approvals, and is discussing with the PIPE Investors their continuing interest in the investment contemplated by the

Securities Purchase Agreement.

Company’s stockholders approved the Business Combination at the special meeting of stockholders held on June 28, 2022.

In connection

with the proposed Business Combination with SHF, the Company provided its public stockholders with the opportunity to redeem all or a

portion of their Class A Common Stock upon the completion of such Business Combination.

Stockholders holding 7,554,784 shares of Class

A Common Stock submitted redemption requests in connection with the anticipated closing of the Business Combination.

Following the extension

of the Outside Date, these stockholders who previously submitted redemption requests in connection with the closing of the Business Combination

may request that such redemption requests be reversed by contacting the Company’s transfer agent, Continental Stock Transfer &

Trust Company.

It is currently anticipated that all shareholders, with the exception of those parties described in the below Forward Purchase Agreement

section, will have an additional opportunity to redeem shares prior to the closing of the proposed Business Combination.

the event the proposed Business Combination with SHF is not consummated, in connection with an alternative proposed initial business

combination, the Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares

upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination

or (ii) by means of a tender offer.

In connection with a proposed Business Combination, the Company may seek stockholder approval of

a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether

they vote for or against a Business Combination.

The Company will proceed with a Business Combination only if the Company has net tangible

assets of at least $ 5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks

stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination .

Company initially had until June 28, 2022 to consummate a Business Combination.

If the Company was unable to complete a Business Combination

within 12 months from the closing of the Initial Public Offering, such period could (i) be extended by the Company’s stockholders

in accordance with the Company’s amended and restated certificate of incorporation or (ii) at the election of the Company subject

to satisfaction of certain conditions, including the deposit of up to $ 2,300,000 into the Trust Account, be extended up to six additional

months to December 28, 2022.

On June 27, 2022, the Company, with proceeds advanced from an affiliate of the Sponsor, deposited $1,150,000

in the Trust Account extending operations for three months from June 28, 2022 to September 28, 2022.

If the Company is unable to complete

a Business Combination by September 28, 2022, such period could (i) be extended by the Company’s stockholders in accordance with

the Company’s amended and restated certificate of incorporation or (ii) at the election of the Company subject to satisfaction

of certain conditions, including the deposit of up to $1,150,000 into the Trust Account, be extended an additional three months to December

If the Company is unable to complete a Business Combination by December 28, 2022 and such period is not extended by the Company’s

stockholders in accordance with the Company’s amended and restated certificate of incorporation, the Company will (i) cease all

operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter,

redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,

including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to

$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely

extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any),

subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining

stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution

of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of

applicable law.

On June 30, 2022, $168,617 in Trust Account interest income was released to the Company and utilized to pay franchise

underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company

does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds

held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is

possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price

per Unit ($ 10.00 ).

There will be no redemption rights or liquidating distributions with respect to the Founder Shares (as defined below)

or the shares of Class A Common Stock and the warrants that are included as components of the Private Placement Units.

Such warrants

will expire worthless if the Company fails to complete a Business Combination within the 12-month time period (or up to 18-month time

LIGHTS ACQUISITION CORP.

21 unchanged sentences

Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

of March 31, 2022, the Company had $ 47,885 in cash and a working capital deficit of $ 821,478 .

As described above, on June 28, 2021 the

Company closed its IPO of 11,500,000 Units at $ 10.00 per Unit, generating gross proceeds of $ 115.0 million, and also consummated the

Private Placement of 528,175 Private Placement units to the Sponsor at a purchase price of $ 10.00 per Private Placement unit, generating

of June 30, 2022, the Company had $ 172,441 in cash and a working capital deficit of $ 1,810,112 .

As described above, on June 28, 2021

the Company closed its IPO of 11,500,000 Units at $ 10.00 per Unit, generating gross proceeds of $ 115.0 million, and also consummated

the Private Placement of 528,175 Private Placement units to the Sponsor at a purchase price of $ 10.00 per Private Placement unit, generating

gross proceeds of $ 5,281,750 .

2 unchanged sentences

to the IPO, the Company’s liquidity will be satisfied through a portion of the net proceeds from IPO held outside of the Trust

Company intends to complete its initial Business Combination before June 28,2022 and we believe we have sufficient arrangements with

our vendors to continue to operate until we complete our initial Business Combination.

However, there can be no assurance that the Company

will be able to consummate the Business Combination by then.

In the event that we are unable to consummate the Business Combination before

June 28, 2022 we anticipate identifying and accessing additional capital resources in order to extend the Business Combination period

up to 18 months.

However, there can be no assurance that the Company will have access to sufficient capital to extend the deadline to

consummate the Business Combination.

As a result, in connection with the Company’s assessment of going concern considerations in

accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures

of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” it is uncertain that the Company will have sufficient

liquidity to fund the working capital needs of the Company beyond June 28, 2022.

Management has determined that given the liquidity condition

of the Company, should a Business Combination not occur by June 28, 2022, there is substantial doubt about the Company’s ability

to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be

required to liquidate.

The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders,

officers, directors or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company

funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s

working capital needs.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional

capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited

to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide

any assurance that new financing will be available to it on commercially acceptable terms, if at all.

These conditions raise substantial

doubt about the Company’s ability to continue as a going concern through June 28, 2022.

Company intends to complete its initial Business Combination before September 28, 2022, however, there can be no assurance that the

Company will be able to consummate the Business Combination by then.

In the event that we are unable to consummate the Business

Combination before September 28, 2022, we anticipate identifying and accessing additional capital resources in order to extend the

Business Combination period to December 28, 2022.

However, there can be no assurance that the Company will have access to sufficient

capital to extend the deadline to consummate the Business Combination.

As a result, in connection with the Company’s

assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards

Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going

Concern,” it is uncertain that the Company will have sufficient liquidity to fund the working capital needs of the Company

beyond September 28, 2022.

Should a Business Combination not occur by September 28, 2022, Management has determined that given the

liquidity condition of the Company as well as the uncertainty regarding the Company’s ability to extend the deadline to consummate the Business

Combination, there is substantial doubt about

the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or

liabilities should the Company be required to liquidate.

The Company may need to raise additional capital through loans or

additional investments from its Sponsor, stockholders, officers, directors or third parties.

The Company’s officers, directors

and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem

reasonable in their sole discretion, to meet the Company’s working capital needs.

Accordingly, the Company may not be able to

obtain additional financing.

If the Company is unable to raise additional capital, the Company may be required to take additional

measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the

pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will

be available to it on commercially acceptable terms, if at all.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern through September 28, 2022.

LIGHTS ACQUISITION CORP.

6 unchanged sentences

financial instruments that are included in the PIPE Financing.

As of March 31, 2022, the Company had deferred offering costs of $ 106,903

and accrued offering costs of $ 81,903

which are included in accrued expenses on

the accompanying condensed balance sheet.

There were no deferred offering costs or accrued offering costs at December 31, 2021.

As of June 30, 2022, the Company had deferred offering costs of $ 201,405

and accrued offering costs of $ 176,405 which are included in accrued expenses on the accompanying condensed balance sheet.

no deferred offering costs or accrued offering costs at December 31, 2021.

purchase agreement

June 16, 2022, the Company, SHF, and Midtown East Management NL LLC, a Delaware limited liability company (“ Midtown East ”),

entered into an agreement (the “ Forward Purchase Agreement ”) for an OTC Equity Prepaid Forward Transaction (the “ Forward

Purchase Transaction ”).

Pursuant to the terms of the Forward Purchase Agreement (a) Midtown East intends, but is not obligated,

to purchase shares of the Company’s Class A Common Stock, par value $ 0.0001 per share (“ Class A Common Stock ”),

after the date of the Forward Purchase Agreement from holders of Class A Common Stock, other than the Company or affiliates of the Company,

who have requested that their shares of Class A Common Stock be redeemed or indicated an interest in having their shares of Class A Common

Stock redeemed pursuant to the redemption rights set forth in the Company’s Amended and Restated Certificate of Incorporation in

connection with the Business Combination (such holders, “ Redeeming Holders ”) and (b) Midtown East has agreed to waive

any redemption rights in connection with the Business Combination with respect to any shares of Class A Common Stock it purchases in

accordance with the Forward Purchase Agreement (the “ Subject Shares ”).

The number of Subject Shares shall be no more

than the lesser of (i) 5,000,000 and (ii) the maximum number of shares of Class A Common Stock such that Midtown East does not beneficially

own greater than 9.9 % of the Class A Common Stock on a post-combination pro forma basis.

Midtown East will purchase any Additional Shares

(as defined in the Forward Purchase Agreement) at the Redemption Price (as defined in Section 9.2 of the Amended and Restated Certificate

of Incorporation of the Company (the “ Certificate of Incorporation ”)), and has undertaken to purchase all Subject

Shares at a price no higher than the Redemption Price.

to entering into the Forward Purchase Agreement, the Company, the Target, and Midtown East entered into assignment and novation agreements

with Verdun Investments LLC (“ Verdun ”) and Vellar Opportunity Fund SPV LLC – Series 1 (“ Vellar ”),

pursuant to which Midtown East assigned its obligations as to 1,666,666 shares of the shares of Class A Stock to be purchased under the

Forward Purchase Agreement to each of Verdun and Vellar.

As of June 27, 2022, Midtown East had purchased an aggregate of 1,599,496 shares

of Class A Stock, Verdun had purchased an aggregate of 1,180,376 shares of Class A Stock, and Vellar had purchased an aggregate of 1,025,000

shares of Class A Stock (the “ Purchased Shares ”) in the Forward Purchase Transaction at an average purchase price

per share of $ 10.21 .

630,736 of the Purchased Shares were purchased from a holder of 5 % or more of the Class A Stock.

Pursuant to the

Forward Purchase Agreement, Midtown East, Verdun, and Vellar have waived all redemption rights under the Certificate of Incorporation

that would require redemption by the Company of the Purchased Shares.

June 30, 2022, Midtown East and its assignees had purchased 3,804,872 in shares pursuant to this agreement.

The related amount of $ 38,809,694

has been reclassified from temporary to permanent equity.

Also in connection with the Forward Purchase Agreement, the Company recognized

a liability for a freestanding derivative, referred to herein as the “forward purchase option derivative,” on its Condensed

Consolidated Balance Sheets.

Refer to Note 10 for further detail.

primary purpose of entering into the Forward Purchase Agreement is to help ensure the maximum redemption threshold condition in the Unit

Purchase Agreement will be met, increasing the likelihood that the transaction will close.

and Uncertainties

44 unchanged sentences

2 — Summary of Significant Accounting Policies (Continued)

preparation of the balance sheets in conformity with GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenues and expenses during the reporting period.

preparation of the balance sheets in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of revenues and expenses during the reporting period.

estimates requires management to exercise significant judgment.

7 unchanged sentences

equivalents are carried at cost, which approximates fair value.

The Company had $ 47,885

and $ 254,523 , respectively,

in cash and no cash

equivalents as of March 31, 2022 and December 31, 2021.

The Company had $ 172,441 and $ 254,523 , respectively, in cash and no cash

equivalents as of June 30, 2022 and December 31, 2021.

the closing of the Initial Public Offering and the Private Placement, $ 117,300,000 ($ 10.00 per Unit) of the net proceeds of the Initial

8 unchanged sentences

of the Trust Account as described below.

June 27, 2022, the Company, with proceeds advanced from an affiliate of the Sponsor, deposited $ 1,150,000 in the Trust Account extending

operations for three months from June 28, 2022.

On June 30, 2022, $ 168,617 in Trust Account interest income was released to the Company

and utilized to pay franchise taxes.

Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset

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Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax

positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties

as of March 31, 2022.

The Company is currently not aware of any issues under review that could result in significant payments, accruals

or material deviation from its position.

provision for income taxes was deemed to be immaterial for the three months ended March 31, 2022 and for the period from February

26, 2021 (inception) through March 31, 2021.

30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it.

740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in

interim periods.

If management is unable to estimate a portion of its ordinary income, but is otherwise able to reliably estimate the

remainder, ASC 740-270-25-3 provides that the tax applicable to that item be reported in the interim period in which the item occurs.

The tax (or benefit) related to ordinary income (or loss) shall be computed at an estimated annual effective tax rate and the tax (or

benefit) related to all other items shall be individually computed and recognized when the items occur.

Management is unable to estimate

a portion of its ordinary income and as a result had computed the company’s tax provision in accordance with ASC 740-270-25-3 The

Company’s effective tax rate was ( 0.75 %)

for the three months ended June 30, 2022 and 2021, respectively, and ( 1.31 %)

for the six months ended June 30, 2022 and the period February 26, 2021 to June 30, 2021 respectively.

The effective tax rate differs

from the statutory tax rate of 21 %

for the three months ended June 30, 2022 and 2021 and for the six months ended June 30, 2022 and the period February 26, 2021 to June

30, 2021, primarily due to changes in fair value in warrant liability, changes in fair value in the Forward Purchase Agreement derivative

liability, and the valuation allowance on the deferred tax assets.

Topic 740 also prescribes a recognition threshold and a measurement attribute for the financial statement recognition and

measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must

be more-likely-than-not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and

penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits and no

amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021.

The Company is currently not aware of any issues under review that

could result in significant payments, accruals or material deviation from its position.

LIGHTS ACQUISITION CORP.

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2 — Summary of Significant Accounting Policies (Continued)

Costs Associated with the Initial Public Offering

costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering.

Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value

basis, compared to total proceeds received.

Offering costs associated with warrant liabilities are expensed as incurred, presented as

offering costs allocated to warrants in the condensed statements of operations.

Offering costs associated with the Public Shares were

charged to stockholders’ equity upon the completion of the Initial Public Offering.

Costs Associated with the Initial Public Offering

Costs Associated with the Initial Public Offering and PIPE Offering

costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering.

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charged to stockholders’ equity upon the completion of the Initial Public Offering.

offering costs as of June 30, 2022 consisted of legal, accounting, underwriting fees and other costs incurred that were directly related

to the PIPE Offering.

A Common Stock Subject to Possible Redemption

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and subject to occurrence of uncertain future events.

March 31, 2022 and December 31, 2021, there were 528,175

shares of Class A Common Stock issued and outstanding

that were issued as component securities of the Private Placement Units (Note 4).

shares of Class A Common Stock are subject to

possible redemption.

June 30, 2022 and December 31, 2021, there were 4,333,047

and 528,175 shares,

respectively, of Class A Common Stock issued and outstanding that were issued as component securities of the Private Placement Units

At December 31, 2021, 11,500,000 shares

of Class A Common Stock were subject to possible redemption.

At June 30, 2022, 7,695,128

shares of Class A Common Stock were subject to possible redemption with 3,804,872 shares held by purchasers subject to the forward

purchase agreement who have waived their redemption rights.

it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption

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or in absence of retained earnings, additional paid-in capital).

of March 31, 2022 and December 31, 2021, the Class A Common Stock reflected on the balance sheets are reconciled in the

following table:

of December 31, 2021, the Class A Common Stock reflected on the balance sheets is reconciled in the following table:

Schedule of Common Stock Reflected on the Balance Sheets

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( 6,263,677 )

Extension payment classified as temporary equity

Accretion of carrying value to redemption value

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$ 117,300,000

of June 30, 2022, the Class A Common Stock reflected on the balance sheets are reconciled in the following table:

A Common Stock subject to possible redemption at December 31, 2021

Gross Proceeds

allocated to shares not redeemed - Class A Common Stock par value (1)

Proceeds allocated to shares not subject to redemption

allocated to shares not redeemed – additional paid in capital (1)

Extension payment classified as temporary equity

Proceeds allocated to public warrants

A Common Stock subject to possible redemption

(1) Represents

3,804,872 in shares subject to the forward purchase agreement.

LIGHTS ACQUISITION CORP.

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Income (Loss) Per Share

income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with

Net loss per share is computed by dividing net loss by the weighted average number of common stock shares outstanding for

The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with

the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since

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The Class feature to redeem at fair value means that there is effectively only one class of stock.

in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation.

Net income per common

share is computed by dividing the pro rata net loss between the redeemable shares and the non-redeemable shares by the weighted average

number of common shares outstanding for each of the periods.

The calculation of diluted income per common stock does not consider the

effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future

events and the inclusion of such warrants would be anti-dilutive.

The warrants are exercisable for 6,014,088 shares of common stock in

the aggregate.

following table reflects the calculation of basic and diluted net income per common share:

Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation.

per common share is computed by dividing the pro rata net loss between the redeemable shares and the non-redeemable shares by the

weighted average number of common shares outstanding for each of the periods.

The calculation of diluted loss per common stock

does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent

upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The warrants are exercisable for 6,014,088

shares of common stock in the aggregate.

following table reflects the calculation of basic and diluted net loss per common share:

Schedule of Calculation of Basic and Diluted Net Income Per Share

June 30, 2022

June 30, 2021

Redeemable Class A Common Stock subject to possible redemption

net loss allocable to redeemable Class A Common Stock subject to possible redemption

$ ( 1,389,484 )

weighted average number of redeemable Class A Common Stock

Basic and diluted net loss per redeemable Class A Common Stock

Non-redeemable Class A and Class B common stock

net loss allocable to non-redeemable Class A and Class B common stock

$ ( 437,761 )

$ ( 1,753,205 )

weighted average number of non-redeemable Class A and Class B common stock

Basic and diluted net income per non-redeemable Class A and Class B common stock

For the Period from February 26, 2021 (inception)

March 31, 2022

March 31, 2021

June 30, 2022

June 30, 2021

Redeemable Class A Common Stock subject to possible redemption

earnings allocable to redeemable Class A Common Stock subject to possible redemption

net loss allocable to redeemable Class A Common Stock subject to possible redemption

$ ( 798,712 )

weighted average number of redeemable Class A Common Stock

Basic and diluted net income per redeemable Class A Common Stock

Basic and diluted net loss per redeemable Class A Common Stock

Non-redeemable Class A and Class B common stock

net income (loss) allocable to non-redeemable Class A and Class B common stock

weighted average number of non-redeemable Class A and Class B

Basic and diluted net income per non-redeemable Class A and Class B common

net loss allocable to non-redeemable Class A and Class B common stock

$ ( 243,985 )

$ ( 1,753,205 )

weighted average number of non-redeemable Class A and Class B common stock

Basic and diluted net loss per non-redeemable Class A and Class B common stock

LIGHTS ACQUISITION CORP.

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that is significant to the fair value measurement.

Derivative Financial Instruments

Financial Instruments

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

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TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

2 — Summary of Significant Accounting

Policies (Continued)

— Summary of Significant Accounting Policies (Continued)

Issued Accounting Standards

2 unchanged sentences

Other Options (Subtopic 470- 0) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which

simplifies accounting for convertible instruments by removing major separation models required under current U.S.

removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception,

and it simplifies the diluted earnings per share calculation in certain areas.

ASU 2020-06 is effective January 1, 2022 and should

be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.

The Company is

currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash

for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting

for convertible instruments by removing major separation models required under current U.S.

The ASU also removes certain settlement

conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted

earnings per share calculation in certain areas.

ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified

retrospective basis, with early adoption permitted beginning on January 1, 2021.

The Company is currently assessing the impact, if any,

that ASU 2020-06 would have on its financial position, results of operations or cash flows.

does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a

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5 — Related Party Transactions

March 19, 2021, the Company issued an aggregate of 2,875,000 shares

of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $ 25,000 .

On March 24, 2021, the Sponsor transferred 10,000 shares

to the Company’s Chief Financial Officer and 10,000 shares

to each of the Company’s three independent directors.

Effective January 18, 2022, the

Sponsor granted an additional 90,000

shares of Class B common stock to Mr.

The shares will only be issued to Mr.

Fameree following

the consummation of a Business Combination.

The Founder Shares which the Sponsor and its permitted transferees will collectively own, on an as-converted basis, represent 20 % of

the Company’s issued and outstanding shares after the Initial Public Offering.

Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

(A) six months after the

completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or

similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash,

securities or other property.

Notwithstanding the foregoing, if the last reported sale price of the Company’s Class A Common Stock

equals or exceeds $ 12.50

per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within

any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.

March 19, 2021, the Company issued an aggregate of 2,875,000 shares of Class B common stock (the “Founder Shares”) to the

Sponsor for an aggregate purchase price of $ 25,000 .

On March 24, 2021, the Sponsor transferred 10,000 shares to the Company’s Chief

Financial Officer and 10,000 shares to each of the Company’s three independent directors.

January 18, 2022, the Sponsor agreed to allocate an additional 90,000 shares to the Company’s Chief Financial Officer which

may be purchased by Mr.

Fameree at the same price as the Founder shares were acquired or $ 0.009 per share contingent upon closing of

NLIT’s business combination.

option to purchase the Founders Shares provided to the Company’s CFO is in the scope of FASB ASC Topic 718, “Compensation-Stock

Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured

at fair value upon the grant date.

The fair value of the 90,000 options to purchase shares granted to the Company’s CFO was $ 800,725

or $ 8.90 per option.

The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under

the applicable accounting literature in this circumstance.

As of June 30, 2022, the Company determined that a Business Combination is

not considered probable, and, therefore, no stock-based compensation expense has been recognized.

Stock-based compensation would be recognized

at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the

number of Founders Shares times the grant date fair value per option (unless subsequently modified) less the amount ultimately received

for the purchase of the Founders Shares.

Founder Shares which the Sponsor and its permitted transferees will collectively own, on an as-converted basis, represent 20 % of the

Company’s issued and outstanding shares after the Initial Public Offering.

The Sponsor has agreed not to transfer, assign or sell

any of its Founder Shares until the earlier to occur of:

(A) six months after the completion of a Business Combination or (B) the date

on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s

stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Notwithstanding the foregoing,

if the last reported sale price of the Company’s Class A Common Stock equals or exceeds $ 12.50 per share (as adjusted for stock

splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing

at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.

LIGHTS ACQUISITION CORP.

13 unchanged sentences

has no working capital loans outstanding.

the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may, by resolution

of the Company’s board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times,

each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing

additional funds into the Trust Account as set out below.

Pursuant to the terms of the Company’s amended and restated certificate

of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order

for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or

designees, upon five business days advance notice prior to the applicable deadline, must deposit into the Trust Account $ 1,150,000 since

the underwriters’ over-allotment option is exercised in full ($ 0.10 per unit), on or prior to the date of the applicable deadline,

for each of the available three month extensions, providing a total possible Business Combination period of 18 months at a total payment

value of $ 2,300,000 since the underwriters’ over-allotment option is exercised in full ($ 0.10 per unit) (the “Extension Loans”).

Any such payments would be made in the form of non-interest-bearing loans.

If the Company completes its initial Business Combination,

the Company will, at the option of the Sponsor, repay the Extension Loans out of the proceeds of the Trust Account released to the Company

or convert a portion or all of the total loan amount into units at a price of $ 10.00 per unit, which units will be identical to the Private

Placement Units .

If the Company does not complete a Business Combination, the Company will repay such loans only from funds held outside

of the Trust Account.

Furthermore, the letter agreement among the Company and the Company’s officers, directors, and the Sponsor

contains a provision pursuant to which the Sponsor will agree to waive its right to be repaid for such loans to the extent there is insufficient

funds held outside of the Trust Account in the event that the Company does not complete a Business Combination.

The Sponsor and its affiliates

or designees are not obligated to fund the Trust Account to extend the time for the Company to complete the initial Business Combination.

The public stockholders will not be afforded an opportunity to vote on the extension of time to consummate an initial Business Combination

from 12 months to 18 months described above or redeem their shares in connection with such extensions.

June 27, 2022, the Company, with proceeds advanced from an affiliate of the Sponsor through a non-interest bearing advance (the “Advance”), deposited $ 1,150,000

in the Trust Account extending operations for three months from June 28, 2022 to September 28, 2022.

the Company anticipates that it may not be able to consummate a Business Combination by September 28, 2022, the Company may, by

resolution of the Company’s board if requested by the Sponsor, extend the period of time to consummate a Business Combination

up to one additional time by an additional three months (for a total of up to 18 months to complete a Business Combination from the

consummation of the Company’s IPO), subject to the Sponsor depositing additional funds into the Trust Account as set out

Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement

entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company

to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five business days

advance notice prior to the applicable deadline, must deposit into the Trust Account $ 1,150,000

since the underwriters’ over-allotment option is exercised in full ($ 0.10

per unit), on or prior to the date of the applicable deadline, for each of the available three month extensions, providing a total

possible Business Combination period of 18 months at a total payment value of $ 2,300,000

since the underwriters’ over-allotment option is exercised in full ($ 0.10

per unit) (the “Extension Loans”).

Any such payments would be made in the form of non-interest-bearing loans (the “Extension Loans”).

above, the first such extension was made on June 27, 2022.

the Company completes its initial Business Combination, the Company will, at the option of the Sponsor, repay the Extension Loans

out of the proceeds of the Trust Account released to the Company or convert a portion or all of the total loan amount into units at

a price of $ 10.00

per unit, which units will be identical to the Private Placement Units.

The Sponsor and its affiliate have waived this

conversion right and the Advance will be repaid at the closing of the initial Business Combination utilizing cash.

If the Company

does not complete a Business Combination, the Company will repay such loans only from funds held outside of the Trust Account.

Furthermore, the letter agreement among the Company and the Company’s officers, directors, and the Sponsor contains a

provision pursuant to which the Sponsor will agree to waive its right to be repaid for such loans to the extent there is

insufficient funds held outside of the Trust Account in the event that the Company does not complete a Business Combination.

Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete

the initial Business Combination.

The public stockholders will not be afforded an opportunity to vote on the extension of time to

consummate an initial Business Combination from 12 months to 18 months described above or redeem their shares in connection with

such extensions.

the three months ending June 30, 2022, Luminous Capital Inc., an affiliate of the Sponsor, paid $ 222,211 in expenses on behalf of the

This amount was included in accounts payable/accrued expenses at June 30, 2022.

On June 30, 2022, $ 168,617 in Trust Account

interest income was released to the Company and utilized to pay franchise taxes.

Administrative

Support Agreement

on the date of the Initial Public Offering and until completion of the Company’s Business Combination or liquidation, the Company

may reimburse Luminous Capital Inc., an affiliate of the Sponsor, up to an amount of $ 10,000

per month for office space, secretarial and administrative

Through March 31, 2022, $ 30,000

in support fees were incurred.

no support fees incurred for the period from February 26, 2021 (inception) through March 31, 2021.

on the date of the Initial Public Offering and until completion of the Company’s Business Combination or liquidation, the

Company may reimburse Luminous Capital Inc., an affiliate of the Sponsor, up to an amount of $ 10,000

per month for office space, secretarial and administrative support.

For the three and six months ending June 30, 2022, $ 30,000

in support fees was incurred, respectively.

in support fees was incurred for both the period from February 26, 2021 (inception) through June 30, 2021 and the three months

ending June 30, 2021.

and $ 0 in support fees were due to Luminous Capital Inc.

at June 30, 2022 and December 31, 2021, respectively.

LIGHTS ACQUISITION CORP.

28 unchanged sentences

not have a duration of more than three years from the effective date of our Registration Statement.

Purchase Agreement

Company and Safe Harbor have agreed to pay (jointly and severally) to Midtown East a break-up fee equal to the sum of (i) all quarterly

structuring fees and attorney fees and other reasonable expenses related thereto incurred by Midtown East or its affiliates in connection

with the Forward Purchase Transaction, plus (ii) $ 1,000,000 , upon the occurrence of an “Additional Termination Event” following

the consummation of the Forward Purchase Transaction except where the Additional Termination Event occurred as a result of regulatory

items or a material breach of Seller’s obligations under the Forward Purchase Agreement.

An “Additional Termination Event”

is defined under the Forward Purchase Agreement to occur if (a) the Business Combination fails to close on or before the Outside Date

(as defined in the Unit Purchase Agreement, and as such Outside Date may be amended or extended from time to time) or (b) the Unit Purchase

Agreement is terminated prior to the closing of the Business Combination.

7 – Warrant Liability

of March 31, 2022 and December 31, 2021, the Company has 5,750,000

Public Warrants and the 264,088

Private Placement Warrants, respectively, outstanding.

of June 30, 2022 and December 31, 2021, the Company has 5,750,000 Public Warrants and the 264,088 Private Placement Warrants, respectively,

Warrants may only be exercised for a whole number of shares.

14 unchanged sentences

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 7 – Warrant Liability (Continued)

Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of its initial

Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the

registration statement or a new registration statement covering the shares of Class A Common Stock issuable upon exercise of the

warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of

Class A Common Stock until the warrants expire or are redeemed, as specified in the warrant agreement.

If a registration statement

covering the shares of Class A Common Stock issuable upon exercise of the warrants is not effective by the 60th business day after

the closing of the Company’s initial business combination, warrant holders may, until such time as there is an effective

registration statement and during any period when the Company will have failed to maintain an effective registration statement,

exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another

Notwithstanding the above, if the Company’s shares of Class A Common Stock are at the time of any exercise of a

warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under

Section 18(b)(1) of the Securities Act, it may, at its option, require holders of Public Warrants who exercise their warrants to do

so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so

elects, it will not be required to file or maintain in effect a registration statement, and in the event it does not so elect, it

will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an

exemption is not available.

If that exemption, or another exemption, is not available, holders will not be able to exercise their

warrants on a cashless basis.

7 – Warrant Liability (Continued)

Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of its initial Business

Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement

or a new registration statement covering the shares of Class A Common Stock issuable upon exercise of the warrants, to cause such registration

statement to become effective and to maintain a current prospectus relating to those shares of Class A Common Stock until the warrants

expire or are redeemed, as specified in the warrant agreement.

If a registration statement covering the shares of Class A Common Stock

issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Company’s initial business

combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company

will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with

Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Company’s shares of Class A Common

Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition

of a “covered security” under Section 18(b)(1) of the Securities Act, it may, at its option, require holders of Public Warrants

who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and,

in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event

it does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws

to the extent an exemption is not available.

If that exemption, or another exemption, is not available, holders will not be able to exercise

their warrants on a cashless basis.

of warrants when the price per Class A Common Stock equals or exceeds $ 18.00 .

10 unchanged sentences

or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for

redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a

“cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of Class A Common Stock

issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or

recapitalization, reorganization, merger or consolidation.

However, the warrants will not be adjusted for issuance of Class A Common

Stock at a price below its exercise price.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the

Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares

of Class A Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock

dividend, or recapitalization, reorganization, merger or consolidation.

However, the warrants will not be adjusted for issuance of Class

A Common Stock at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the warrants.

If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held

in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive

any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

the warrants may expire worthless.

If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in

the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution

from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 7 – Warrant Liability (Continued)

7 – Warrant Liability (Continued)

addition, if (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes

37 unchanged sentences

8 – Stockholders’ Equity

Stock — The Company is authorized to issue 1,250,000

preferred shares with a par value of $ 0.0001

per share with such designation, rights and preferences

as may be determined from time to time by the Company’s Board of Directors.

As of March 31, 2022 and December 31, 2021,

there were no preferred

shares issued or outstanding.

Stock — The Company is authorized to issue 1,250,000 preferred shares with a par value of $ 0.0001 per share with such designation,

rights and preferences as may be determined from time to time by the Company’s Board of Directors.

As of June 30, 2022 and December

31, 2021, there were no preferred shares issued or outstanding.

A Common Stock — The Company is authorized to issue up to 125,000,000

2 unchanged sentences

A Common Stock are entitled to one vote for each share.

As of March 31, 2022 and December 31, 2021, there were 528,175

shares of Class A Common Stock issued or outstanding,

excluding 11,500,000

As of June 30, 2022 and December 31, 2021, there were 4,333,047 and 528,175

shares, respectively, of Class A Common Stock

issued or outstanding, excluding shares subject to possible redemption.

As of June 30, 2022, 3,804,872

of the original 11,500,000

shares of Class A Common Stock subject to possible

redemption had elected not to redeem pursuant to the forward purchase agreement.

LIGHTS ACQUISITION CORP.

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8 – Stockholders’ Equity (Continued)

B Common Stock — The Company is authorized to issue up to 12,500,000

shares of Class B common stock with a par value

Holders of the Company’s Class

B common stock are entitled to one vote for each share.

On March 24, 2021, the Sponsor transferred 10,000

shares to the Company’s Chief Financial

Officer and 10,000

shares to each of the Company’s three independent

As of March 31, 2022 and December 31, 2021, there were 2,875,000

shares of Class B common stock issued and outstanding.

B Common Stock — The Company is authorized to issue up to 12,500,000 shares of Class B common stock with a par value of

$ 0.0001 per share.

Holders of the Company’s Class B common stock are entitled to one vote for each share.

On March 24, 2021, the

Sponsor transferred 10,000 shares to the Company’s Chief Financial Officer and 10,000 shares to each of the Company’s three

independent directors.

As of June 30, 2022 and December 31, 2021, there were 2,875,000 shares of Class B common stock issued and outstanding.

of Class A Common Stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders,

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following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value

on a recurring basis as of March 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized

on a recurring basis as of June 30, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized

to determine such fair value:

Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis

Quoted Prices in Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Marketable securities held in Trust Account

$ 117,322,625

Warrant Liabilities:

Quoted Prices

Public Warrants

Private Placement Warrants

Forward purchase option derivative

following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value

4 unchanged sentences

9 – Fair Value Measurements (Continued)

Quoted Prices in Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

securities held in Trust Account

Placement Warrants

Quoted Prices

Marketable securities held in Trust Account

$ 117,321,508

Public Warrants

Private Placement Warrants

Warrant liabilities

to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.

In 2021, the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement, after they split from the

units and started trading.

Warrants are measured at fair value on a recuring basis.

In 2021, the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement, after they split from the units

and started trading.

Warrants are measured at fair value on a recurring basis.

The Public Warrants were initially valued using a Modified Monte Carlo Simulation.

As of March 31, 2022 and December 31, 2021, the Public warrants were valued using the instrument’s publicly listed trading

price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an

active market.

of March 31, 2022 and December 31, 2021, assets held in the Trust Account were entirely held in a mutual fund invested in U.S.

Treasury Securities.

As of June 30, 2022 and December 31, 2021, the Public warrants were valued using the instrument’s publicly listed trading price

as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active

of June 30, 2022 and December 31, 2021, assets held in the Trust Account were entirely held in a mutual fund invested in U.S.

Company recognized $ 781,070 in expense and liabilities for the forward purchase option derivative upon the agreement execution of June

16, 2022 with a change in fair value of $ 14,872 recognized from execution to June 30, 2022.

fair value of the forward purchase option derivative was estimated using a Monte-Carlo Simulation in a risk-neutral framework (a special

case of the Income Approach).

Specifically, the future stock price is simulated assuming a Geometric Brownian Motion (“GBM”).

For each simulated path, the forward purchase value is calculated based on the contractual terms and then discounted at the term-matched

risk-free rate.

Finally, the value of the forward is calculated as the average present value over all simulated paths.

The Company measured

the fair value of the forward purchase option derivative upon execution of the Forward Purchase Agreement and as of June 30, 2022, with

the respective fair value adjustments recorded within its Consolidated Statements of Operations.

The Company will continue to monitor

the fair value of the forward option derivative each reporting period with subsequent revisions to be recorded in the Consolidated Statements

of Operations.

Company recognized $ 5,031,474 for the derivative warrant liabilities upon their issuance on June 28, 2021.

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remaining at zero.

following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:

following table provides quantitative information regarding Level 3 fair value measurements inputs as it relates to the warrants as of

their measurement dates:

Schedule of Level 3 Fair Value Measurement Inputs

December 31, 2021

March 31, 2022

(Public and Private Warrant)

(Public Private Warrant)

June 30, 2022

(Private Warrant)

Exercise price

3 unchanged sentences

Dividend yield (per share)

change in the fair value of the derivative warrant liabilities for the period from December 31, 2021 (inception) through March 31, 2022

following table provides quantitative information regarding Level 3 fair value measurements inputs as it relates to the forward purchase

agreement option at the measurement dates:

of Level 3 Fair Value Measurement Inputs

June 16, 2022

June 30, 2022

Expected term (years)

Probability of Acquisition

Risk-free rate

BB bonds rate

Warrants measurement inputs

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

9 – Fair Value Measurements (Continued)

change in the fair value of the derivative warrant liabilities for the period from December 31, 2021 (inception) through June 30, 2022

is summarized as follows:

Schedule of Derivative Warrant Liabilities

Private Placement

Public Warrant

Warrant Liability

Fair value as of December 31, 2021

2 unchanged sentences

( 1,432,423 )

Fair value as of March 31, 2022

Fair value as of June 30, 2022

in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations.

1 unchanged sentence

(Level 3) for Public Warrants (after becoming actively traded) and Private Placement Warrants, respectively.

10 – Forward Purchase Agreement

discussed in Note 1 on June 16, 2022, NLIT entered into a Forward Purchase Agreement with Midtown and its assignees for a Forward Purchase

Pursuant to the terms of the Forward Purchase Agreement, Midtown and its assignees, as of June 30, 2022, had purchased approximately

3,804,872 shares of NLIT’s Class A common stock in exchange for an amount to be paid of $ 38,847,743 (the Prepayment Amount).

close of the Business Combination, the amount will be paid out of the trust account and will be held in a deposit account for the benefit

of Midtown and its assignees until the Valuation Date.

There are a few scenarios in which the Forward Purchase Agreement can be settled

either before or on the Valuation Date:

any time prior to the Valuation Date, Midtown may elect an optional early termination to

sell some or all of the Forward Purchase shares in the open market.

If Midtown sells any

shares prior to the Valuation Date, a pro-rata portion of the Prepayment Amount will be released

from the deposit account and paid to the Company.

Midtown shall retain any proceeds from

the sale of such shares in excess of such pro-rata portion paid to the Company.

Combination Target will be entitled to the product of the number of shares sold times the

redemption price or the Reset Price.

The Reset Price is adjusted on the first scheduled trading

day of each month following the Business Combination and is the lower of:

i) the then current

reset price, ii) $ 10.00 and iii) the VWAP price of the last 10 scheduled trading days of

the prior month but not lower than $ 5.00 .

the Valuation Date, if any shares subject to the Forward Purchase Agreement remain unsold,

Midtown is entitled to the product of the unsold shares multiplied by the Forward Price (which

is equal to the redemption price as outlined in our Amended and Restated Certificate of Incorporation

dated June 21, 2021) and an incremental $ 2.00 per share for any unsold shares.

The incremental

$ 2.00 per share maybe settled in cash or shares at the discretion of the Company.

the volume weighted average share price (“VWAP”) of the shares falls below $3.00

per share for 20 out of any 30 consecutive trading days (a “VWAP Trigger Event”),

then Midtown may elect to accelerate the Valuation Date to the date of such VWAP Trigger

If Midtown elects to accelerate the Valuation Date, the settlement amount returned

to the Company would follow the methodology in the above section which will equate to the

product of unsold shares multiplied by the Forward Price ad an incremental $2.00 per unsold

share to be settled in cash or shares.

break-up fee equal to (i) all (a) structuring fees and (b) attorney fees and other reasonable expenses related thereto incurred by Midtown

or its assignees in connection with the forward purchase agreement, plus (ii) $ 1,000,000 , shall be payable to Midtown upon any failure

to close the Business Combination following the consummation of the Forward Purchase Transaction except where the Business Combination

did not occur as a result of regulatory items or a material breach of Midtown’s obligation under the agreement.

Midtown waived

any and all right, title and interest, or any claim of any kind they have or may have in the future, in or to any monies held in the

trust account

accordance with ASC 815, Derivatives and Hedging , the Company has determined that the forward option within the Forward Purchase

Agreement is (i) a freestanding financial instrument and (ii) a derivative.

This derivative, referred to throughout as the “forward

purchase option derivative” is recorded as a liability on the Company’s Consolidated Balance Sheets.

The Company has performed

fair value measurements for this derivative as of closing and as of June 30, 2022, which is described in Note 9.

The Company remeasures

the fair value of the forward purchase option derivative each reporting period.

11 – Subsequent Events

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements